Keeping The Sale Of My Accounting Practice Confidential
That’s to be expected. We understand that there are risks involved in “putting your Accounting Practice on the market”. Here are some of the risks that I can see:
You will lose clients
You will lose staff
You may lose work with potential future clients
Competitors will have had a look under the hood of your business.
Yes, these are real risks for any Principal looking to sell their Practice.
I have to raise this one important point with you – “You Cant Sell A Secret!!” The dream sale would be to market direct to one Buyer, for that Buyer to purchase the business, and no one be the wiser. The reality is, its really hard to sell a business without showing a number of potential buyers.
Back to the four main risks for a second. There is a risk that you will lose clients. Some clients may learn that your Practice is for sale and use that as an excuse to walk away. If this happens, how good a client are they. There is a risk to losing Staff. This is a big risk as many Principals invest many hours and many thousands of dollars employing a new staff member. There is a risk that should your staff learn that the Practice is for sale, they panic and apply for other jobs. Sure, there is the risk that if you are grooming a potential new client and that potential client hears that you are trying to sell the practice, you may lose that client before you have even won them. And there is risk that your competitors will pretend to be interested in purchasing your practice and having a really good look at your operation and your numbers.
Yes! These are all risks to your operation during the sales period, but there are ways of mitigating that risk.
Risk Mitigation #1 – You need to protect your client base throughout the sales process. As part of all sales, I suggest you stipulate that the Buyer will only receive a list of Client Names on Settlement, or at the very least, When the Contract goes Unconditional. I have sold a number of Practices that have changed the name of their clients to Client 1, Client 2 etc. Throughout the Sales Process, each client is represented by a generic name that hides their true identity. This can be a time consuming process to setup but for a little investment in time, you maximise the chance of retaining that client. For Client 1, you can allocate their data against that generic name. Buyers will want to know that client’s invoicing cycle, WIP against that client, length of time the client has been with the Practice, what staff member is allocated to that client, industry that client comes from. A potential buyer can learn everything from that client, except their identity. The best way to mitigate the risk of losing clients to unscrupulous “Buyers” is to prevent the Buyer from know the names of your clients.
Risk Mitigation #2 – You will lose staff. There is a real possibility that staff will panic and find another job when they learn that the Practice is for sale. You can go two ways with this – and only you know which avenue to choose – Be upfront and tell your staff, or don’t tell your staff until the Contract is unconditional. Some Principals have opted to tell their staff. By explaining that you plan to sell the practice, but remain in the practice post sale as a consultant to maximise client retention and staff culture. This might put your staff at ease that whilst there is a change in the landscape, there is the effort to keep the status quo as much as possible. Some Principals opt to keep the sale to themselves. You have to keep in mind that on the sale of your Practice, there is typically a retention period of between 12 to 24 months. If, post sale of the practice, it doesn’t perform as well as the previous year, there is every possibility that you will lose money as the Selling Principle. To prevent that, you need to realise that keeping the Practice humming along post sale so keeping the sale of the practice a secret may be an adverse consideration. Only you know your staff and how they will react.
Risk Mitigation #3 – You may lose future work. If a potential Client is considering leaving their existing accountant and move over to your Practice, you have to consider the threat in them learning of the sale of your Practice. This is a hard one because some of your competitors may express interest in a purchase and potentially use this knowledge against you. There are dodgy people out there that would undermine you for their own benefit. If yourself and someone who is looking at purchasing your Practice learn that you are somehow vying for the service of the same client, what is to stop them from telling that client that your Practice is for sale and why go with you when there is longevity in moving across to your competitor? Obviously the Buyer who is potentially your competitor is bound by the Confidentiality Agreement that TD Mango make them sign before being given ay info on your Practice. But the reality is there are dodgy people out there who could use this information against you.
Risk Mitigation #4 – Your competitors will learn about your business from the inside. That’s true, but at some point, we need to trust people to do the right thing. Again, it’s hard to sell a secret. In order to sell a business, we need to open up and show potential buyers the inner workings of the business. The power in your Business is both your Clients and to a lesser extent, your staff. In some areas such as the Gold Coast, good accountants are very hard to find. So keeping good staff is a priority. I would again suggest you give the potential Buyer your clients names as generic names such as Client 1, Client 2, Client 3 etc. I would go one step further and give your staff details under the generic names of Staff 1, Staff 2, Staff3 etc. Buyers will want to know who your staff are, their names, how much they earn, how long have they been at the Practice, their job description, what are their qualifications, how much do you pay them and what are their charge out rates. If you gave a Buyer their names, what is stopping the Buyer from contacting John Smith and offering him more money to jump over to the “Buyer”?? If you prevent the Buyer from knowing the identity of your clients and your staff, it goes a long way to protecting your business.
I can understand your reservations around wanting to keep the sale of your Practice a secret. But at some point, you need to open it up to, in most cases, multiple Buyers. This exposes you to a number risks but as you can see above, there are ways we can protect you and your Practice moving forward.
You are also protected by the TD Mango Confidentiality Agreement which gives you peace of mind that Buyers are bound by confidentiality.